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effect during the specified Agreement period unless specifically terminated, or modified <br />by mutual assent of the parties hereto, regardless of the termination or modification of <br />any contract or subcontract of which this Agreement is a part. Termination of this <br />Agreement by either party in accord with the terms herein shall not constitute a breach of <br />contract. <br />28.1. Termination for Convenience. Either County or Contractor may terminate this <br />Agreement for convenience, in whole or in part, whenever either determines such <br />termination to be in its best interest. Such termination shall require notice of thirty <br />(30) calendar days. When the Agreement is terminated in accordance with this <br />paragraph, Contractor shall be entitled to payment for actual work performed at <br />unit contract prices for completed items of work. <br />28.2. Termination Due to Change in Funding. If the funds County relied upon to <br />establish this Agreement are withdrawn, reduced, or limited, or if additional or <br />modified conditions are placed on such funding, County may terminate this <br />Agreement by providing written notice to Contractor. Termination shall be <br />effective on the date specified in the notice of termination. <br />28.3. Termination for Default. County may terminate this Agreement for default, in <br />whole or in part, by written notice to Contractor, if County has a reasonable basis <br />to believe that Contractor has: <br />• Failed to meet or maintain any requirement for contracting with County; <br />• Failed to perform under any provision of this Agreement; <br />• Violated any law, regulation, rule, or ordinance applicable to the services provided <br />under this Agreement; <br />• Become insolvent or declared bankrupt, committed any act of bankruptcy or <br />insolvency, or made an assignment for the benefit of creditors, and/or <br />• Otherwise breached any provision or condition of this Agreement. <br />28.3.1. Before County may terminate this Agreement for default, County shall <br />provide Contractor with written notice of Contractor's noncompliance with <br />this Agreement and provide Contractor a reasonable opportunity to correct <br />said noncompliance. If Contractor has not corrected its noncompliance <br />within the period of time specified in the written notice of noncompliance, <br />County may then terminate this Agreement. <br />28.3.2. County may terminate this Agreement for default without written notice <br />and without opportunity for correction if County has a reasonable basis to <br />believe that Contractor has failed to ensure the health or safety of any client <br />for whom services are being provided under this Agreement, or that <br />Contractor has violated any law, regulation, rule or ordinance applicable to <br />the services provided under this Agreement. <br />28.3.3. If the Agreement is terminated for default, Contractor shall not be entitled <br />to receive any further payments under the Agreement until all work called <br />for has been fully performed. Any extra cost or damage to County <br />resulting from such default shall be deducted from any money due or <br />coming due to Contractor. Contractor shall be liable for actual, incidental <br />and consequential damages, including the reasonable cost of procuring <br />#18- — General Terms and Conditions Page 9 of 10 <br />